Benitec Biopharma Inc. (NASDAQ:BNTC) (“Benitec” or “Company”), a clinical-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (“ddRNAi”)
“Silence and Replace” platform, announced today that it will effect a 1-for-17 reverse stock split (“Reverse Stock Split”) of its common stock, par value $0.0001 per share (“Common Stock”), that will become effective on July 26, 2023, at 12:01 a.m., Eastern Time. Benitec’s Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol “BNTC” and will begin trading on a split-adjusted basis when the market opens on July 26, 2023. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 08205P209.
The Reverse Stock Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.
At the annual meeting of stockholders held on December 7, 2022, the Company’s stockholders granted the Company’s Board of Directors (the “Board”) the discretion to effect the Reverse Stock Split at a ratio of not less than 1-for-5 and not more than 1-for-20, with such exact ratio to be determined by the Board without further approval or authorization of the Company’s stockholders. On July 24, 2023, the Board approved a 1-for-17 reverse split ratio, and on July 25, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split effective July 26, 2023.
The 1-for-17 reverse stock split will automatically combine and convert 17 current shares of the Company’s Common Stock into one issued and outstanding share of Common Stock. Proportional adjustments also will be made to all outstanding securities of the Company entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including issued and outstanding stock options, pre-funded warrants and warrants, as a result of the Reverse Stock Split, as required by the terms of those securities. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock.
No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).
The Company’s transfer agent and registrar and warrant agent, Computershare Trust Company, N.A., will serve as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
